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Home My WebLink About6.k. Antenna Lease Agreement - Clear Wireless LLC�ROSEMOUNT EXECUTIVE SUMMARY UTILITY COMMISSION City Council Meeting: January 19, 2010 AGENDA ITEM: Antenna Lease Agreement — Clear AGENDA SECTION: Wireless LLC Consent PREPARED BY: Andrew J. Brotzler, PE, Director of Plablic Works /City Engineer AGENDA NO, I, ATTACHMENTS: Utility Commission Executive Summary from January 11, 2010 Meeting; Draft APPROVED BY: Utility Commission Minutes; Lease Agreement RECOMMENDED ACTION: Motion to Enter into a Tower Lease Agreement with Clear Wireless LLC and authorize the necessary signatures. ISSUE: Consider request for tower antenna lease agreement with Clear Wireless LLC for Connemara Tower. BACKGROUND: The Utility Commission reviewed an application and antenna lease agreement with Clear Wireless for the installation of six (6) antennas on the Connemara Tower. A copy of the application and lease agreement are attached for Council information. Also attached is a summary of existing tower leases and rates. The proposed lease rate is based on the existing rates in -place within the City. These rates were compared with neighboring community rates three years ago and were found to be similar. Based on the application and existing lease rates, the following terms are recommended: 1. Initial annual rate of $11,850. ($1,975 per antenna) 2. Annual increase according to CPI or 5 %, whichever is greater The City attorney has reviewed the attached lease agreement and finds everything in order. The Utility Commission recommends City Council approval of the attached agreement. SUMMARY: Staff recommends City Council approval of the tower antenna lease agreement with Clear Wireless LLC. G: \Antenna Leases \CLEARWIRE \01192010 CC Clearwire Lease Agreementdoc ,4, ROSEMOUNT EXECUTIVE SUMMARY UTILITY COMMISSION Utility Commission Meeting: January 11, 2010 AGENDA ITEM: Antenna Lease Agreement - Clearwire AGENDA SECTION: New Business PREPARED BY: Andrew J. Brotzler, PE, Director of Public AGENDA NO. Works /City Engineer 6c. ATTACHMENTS: Application, Draft Agreement, Summary APPROVED BY: of Existing Lease Agreements and Rates RECOMMENDED ACTION: Motion to Recommend City Council Approval of a Tower Lease Agreement with Clearwire. ISSUE: Consider request for tower lease agreement by Clearwire. BACKGROUND: Clearwire has submitted an application for the installation of six (G) antennas on the Connemara Tower. Based on this application, Staff has developed a draft tower lease agreement and submitted the application and plans to the City's consultant for review and comment. A copy of the application, draft agreement and initial review comments are attached for Commission information. Also attached is a summary of existing tower leases and rates. Based on the application and existing lease rates, the following terms are recommended: 1. Initial annual rate of $11,850. ($1,975 per antenna) 2. Annual increase according to CPI or 5 %, whichever is greater SUMMARY: Staff recommends Utility Commission approval of the Antenna Lease Agreement. GAAntenna Leases \CLEARW1RL\01112010 UC Clearwire Lease Agreement.doc CITY OF ROSEMOUNT WATER TOWER ANTENNA SITE APPLICATION FORM Please provide the following information: Which Tower Site: Chippendale ( #1) Connemara ( #2)_X EastSide ( #3)` Bacardi ( #4)_ 1. Name of ApplicantClearwire 2. Address of Applicant23100 Providence Dr Ste 133 Southfield, MI 48075 3. Contact Person for ApplicanKathie Hayes, Representative for Clearwire 4. Telephone and Fax Number for #3P: 248.208 -9668: F: 248208 -9692 5. Proposed Radio Band: N/A 6. Proposed Radio Frequency s):2500 - 2686 MHz 7. Technical Advisori( any): Julio Hernandez 7. What type of Service:Wireless Data - Proposed Base Station(s): Mfg.: Motorola Model: R7- 54DXCWACD Power OutputSee attached sheen Antenna Type: N/A 9. Mfg. and Model of Pertinent Equipme*ttach add'l ages as necessar}) See attachedsheet 10. Desired Date of Facility Operatiol3 /1 %2010 11. Describe Space and AC Power Requirements' x 7' lease space inside base of water tower (Attach Site Drawings) Powerobtainedbv Tenant 12. Signatur _= k '' Date: 11/2/09 The Application Form requires a nm tfundable application fee of $2,500.00 (Payable to the City of Rosemount). In the event that the City Consultant and Legal costs are more than $2,5004pocant is responsible for those additional costs. After all pertinent information is assembled, return the Application Form and submit to: City Engineer City of Rosemount 2875 145th Street West Rosemount, MN 55068 C \Documents and Settingkkathie havekDesktop \Clearwire MiNM1�MSP0416\ ANTENNASITEAPl'LICATIONFORM.doc -� \ - - -s- —� O- T - ) �- 1 i. § / \ § / u - } c x §.f/ U� /,\ 'c \. = f § . > < 2 ` ] 'R § { £ E. ° ) c . / �}\ \ / \ \jj2:R0 \ k , \ LU �® &� a / ) 1 / \ ( ' 2 Cl) 3'% a' q m $ CL , Q \ - � - � / §\ cc � \ ¥ �KQ � 4 ° �) ■�\ | |e ltEt \ ! \f� a : � ■:■ ;:2� tutuu u u u:2 «`£ S'�3. T± 4 04 k� & g: o o�u c Aw . �) �\ R� / li/ � _�\ (!S)!® n 0 10, w Q) 0 w m ... ...... ....... . ..... ......... . — ------- - — --- ----- CA Nu 4 cam: G ......... . 12Z oo > LU O-j uU Lu 10 IL) Lo C CL .-- ct LO CN C4 0- -C �7. u.E L 0 -ai 0 call- s 5 T! o 7. w, -0 3: < Qz V age 0- tz. ci ' 2 dw 07 E. 15 co n. 7, 1 Q or (D CY m 0 w (D) u 0 CL ^} � E� E 0 Cl) 0 0 z CA UJ C, \ rD 'E } { ® { /��k 0 ou ° &a 0_, X 0 ca co 0,0 0 0 E IV a CL -0 .2 0 0 2 a u (D) u 0 CL w ^} � E� E 0 Cl) 0 0 z CA UJ C, \ } { ® { /��k u 0 CL _-_ tn —« C N N D u 0 OD � \ � - jr!'% zl-_ 40" A jz lu M2 MMm IX a) w w ^} � E� E 0 Cl) 0 0 z CA C, \ } { ® { /��k u 0 CL _-_ tn —« C N N D u 0 OD ��/ |�{ jr!'% zl-_ 40" A jz lu M2 MMm IX w Owner's Technical Contact COMMUNICATIONS SITE USE APPLICATION Phone Number DATE OF SUBMITTAL 11/2/2009 PROJECTED INSTALLATION DATE 02/01/10 LOCATION OF EQUIPMENT i NOR LEGAL Mike McCrory OWNER'S SITE NAME Connemara Trail WT OWNER'S SITE NUMBER RF ENGINEER Tenant SITE NAME Rosemount-Shannon Traff & Connemara Traff Tenant SITE NUMBER MN-MSP0416 ADDRESS 13831 Connemara Trail CITY , Kirkland CITY Rosemount STATE MN ZIP 550" LATITUDE 44.74833 LONG'ITUDE -93.14277 SITE TYPE (Guyed, Lattice, Monopole, Roof, Other) Monopole SIGNATOR Jason Callento 773-251-6784 LOCATION OF EQUIPMENT i NOR LEGAL Mike McCrory LICENSED ENTITY NAME Clear Wireless F INCORPORATION RF ENGINEER Nevada NOTIFICATION ADDRESS 4400 Carillon Point CONSTRUCTION ENGINEER Dave Austin CITY , Kirkland STATE WA ZIP 98033 BILLING ADDRESS 4400 Carillon Point OPTICS OTHER APPLICANT OTHFQ N;/A Kir-kiand- STATE WA ZIP 98033 SERVICE TYPE(Ceilular, PCS, GENERATOR DESCRIPTION FUEL TYPE Wireless Communications SIGNATOR Jason Callento 773-251-6784 LOCATION OF EQUIPMENT i NOR LEGAL Mike McCrory 708-9SS-4289 47-292-9958 RF ENGINEER Julio Hernandez 240-277-4-9 CONSTRUCTION ENGINEER Dave Austin 651-263-6617 ......... ... REAL ESTATE/SITE ACQ FMHC/Kathie Hayes 248-208-966S 248-208-9G92 OPTICS OTHER APPLICANT OTHFQ N;/A PROvIDED I SIZE Please, list each address on separate sheet for the above contacts if different from the mailing address al'YOFEACUN, ffiV Ng. .= LOCATION OF EQUIPMENT i NDOOR CABINETS x OUTDOOR SHELTER or BTS Other - 1( --7 Owner's Building) ffe�a-t Building) -- (described) of EQUIPMENT SHELTERS/BTS CABINETS EQUIPMENT SHELTER/CASINE-IBTS LEASED GROUND SPACE DIMENSIONS INFRASTRUCTURE MANUFACTURER/MODEL Motorola POWER PROVIDED BY: OWNER PROVIDED UTILITY COMPANY DIRECr TELCOANTERCONNECT REQUIREMENTS POTS T1 MICROWAVE FIBER OPTICS GENERATOR REQUIREMENTS APPLICANT OTHFQ N;/A PROvIDED I SIZE I (KW) TANK SIZE GENERATOR DESCRIPTION FUEL TYPE OTHER ANTENNA QUANTITY 3 3 al'YOFEACUN, ffiV Ng. .= RECEIVE OR TRANSMIT? Both Both I OWNER'S BUILDING? MANUFACTURER Kathrein Andrews # of TRANSMITTERS PER CABINET TYPES OF ANTENNAS j Quad -pole - MW i TX /RX MODEL- 840 -10054 VHLP2.5-18 ANTENNA WEIGHT 35 Ibs 27 Ibs ANTENNA DIMENSIONS (HxWxD) 42" x 12.7" x 2.8" 2' dish CALL SIGN N/A ANTENNA MOUNT HEIGHT 133' j 134' TX FREQUENCY 2500 - 2686 MHz RAD CENTER AG" 135' 135' TX POWER OUTPUT (O Output Port) MOUNT TYPE Ring Mount Ring Mount RX FREQUENCY TOWER LEG /FACE ORIENTATION Dual Mount Stand-off Dual Mount Stand -off i AZIMUTH of RADIATION 30, 150, 270 134, 208 i TX FREQUENCY /MODULATION MODE 2500 2686 MHz 18 GHz of OUTLETS RX FREQUENCY /BANDWIDTH 2500 -2686 MHz 18 GHz I COMBINER /= of PORTS N/A RX SENSITIVITY N/A N/A For mult'p,e channel /antenna systems, provide a narrative attachment. Is there an attachment (check box): YES x 140 I ANTENNA POLARIZATION N/A Horizontal ANTENNA GAIN 17 dBi I 34 dBi of LINES PER ANTENNA LINE TYPE Huber- Suhner Eupen LINE DIAMETER 5/16" 1/2" ? .•}... . v :..3 ... : r w.v { ?t {•:,'v {':J.:r ....... ...... }:{. {v: ^:?:v:: vv: { {.. -}})•: iv {.lv - y .... -.... : F.....{ .:.k.....::.SSY {? }tk•:v ?4:...:. {.... .4• { F S '• •ti d[•. ?t} v} n ., Avi tr .. ... ... �:: v?......:,..:..::._}:•} :::.- •.+.v.::.Cxkv.�.�:::.�:.v . .:... ............ ?. ?•�: .]hS%G> •: OWNER'S BUILDING? TENANT'S SHELTER? of CABINETS # of TRANSMITTERS PER CABINET ...akk.•:vh,: k} \. t };: K' w:; .:i�:•`:t { { },k }:';y'k >. }:•:ikk: k:: ^k »'.,•fryt':kk. :ry k };;}::kkkkkk ? {... -: a.:•::.:: >.:::....?..... : ::1K� »,•:•`::.y:..r ::t.. MANUFACTURER Huawei y.:,:., :•:;2k`;}f: -: k ;. k2 k.: • ?). .. }•• i .::.: ::. ,. {k `•y •.,>!i' .?k•}5.:� :.?2:;. {•k: ykxy:.<,• }. �:.t:.:,•:, {•:::} TYPE & MODEL RF Head/ RRU 3702 TYPE of SERVICE TX /RX RACK/CABINET /BTS DIMENSIONS 3' x 6' CALL SIGN N/A TX FREQUENCY 2500 - 2686 MHz TX POWER OUTPUT (O Output Port) 10 Watts RX FREQUENCY 2500 - 2686 MHz ERP N/A i ACi UAL POWER CONSUMPTION ( 8 KW I I I I ELECTRIC SERVICE REQUIRED (Amps /Volts) 200 amps /120/240VAC of OUTLETS 1 COMBINER /= of PORTS N/A CABINET ALSO CONTAINS electronics For mult'p,e channel /antenna systems, provide a narrative attachment. Is there an attachment (check box): YES x 140 CIrYOFFACvW, /d /P P g. x d ) Application will remain valid for a period of ninety (90) days from the Date of Submittal on page one of application; except as therwise provided in the applicable Master Lease Agreement between Owner and Tenant, if any. /Attach eU ment spec /cut sheets and RF block diagram for proposed installation. i nature 1' I�.� � 4� % !.` Da te: CMCFEAG4N, MN Page 3 M 3 "f gay , r U1. la SCALA DIVISION Preliminary Kathrein Scala's XX- polarized adjustable electrical downtilt antennas offer the carrier the ability to tailor sites for optimum performance. Using variable downtilt, only a few models need be procured to accommodate the needs of widely varying conditions. Remotely controlled downtilt is available as a retrofitable option. • 0 -10° electrical downtilt range. ,:, • DC Grounded metallic parts for impulse suppression. • No moving electrical connections. • Optional remote downtilt control. Specifications: Frequency range 2496 -2690 MHz Gain 2 x 16 dBi Impedance 50 ohms VSWR < 1.5:1 Intermodulation (2x20w) IMT< -150 dBc Polarization +45° and -45° _..._.___...--..--_..__..-._ Front -to -back ratio .- ._.___.___.- .__.._- .._......_ _. >23 d6 typical Maximum input power _ _ -__. __._ .. 300 watts at 50 C +45° and -45° polarization 87 degrees at midband (half power) horizontal beamwidth +45° and -45° polarization 7 degrees at midband (half power) vertical beamwidth — - -- _. - - - - -- Electrical downtilt — - - - -- -------- ------ _- - - - 0-10 degrees continously adjustable Connector 4 x 7 -16 DIN female Sidelobe suppression for 0° 4° 8° 10° first sidelobe above horizon 15 15 15 15 dB (typical) Null fill > -1 dBi to 12° below horizon (typical) (17 dB below 16 dBi main beam) Isolation >30 dB Weight 35 lb (15.9 kg) Dimensions 42 x 12.7 x 2.8 inches _ (1067 x 323 x 71 mm) Equivalent flat plate area 4.8 ft2 (0.45 mz) _ Wind survival rating' ---.._......__.._.._..._-------..._-_......_.... 120 mph (200 kph) Shipping dimensions ._......__._._........._....... . __........_...._ 48 x13.3 x 5.1 inches (1220 x 337 x 130 mm) Shipping weight 39 lb (17.7 kg) Mounting Fixed and tilt -mount options are available for 2 to 5.7 inch (50 to 145 mm) OD masts. see reverse for order information. ' Mechanical design is based on environmental conditions as stipulated in EIA -222 -F (June 1996) and/or ETS 300 019-1-4 which include the static mechanical load imposed on an antenna by wind at maximum velocity. See the Engineering Section of the catalog for further details. Horizontal pattern 145 ° - polarization 0° electrical downtilt 840 10054 870 XX -pol Panel Antenna 2496 -2690 MHz Vertical pattern t45 °- polarization 0° electrical downtilt Horizontal pattern 145 ° - polarization 5° electrical downtilt Vertical pattern 145 ° - polarization 5° electrical downtilt Horizontal pattern 145 ° - polarization 10° electrical downtilt Vertical pattern 145 ° - polarization 10° electrical downtilt Kathrein Inc.. Scala Division Post Office Box 4580 Medford. OR 97501 (USA) Phone: (541) 779 -6500 Fax: (541) 779 -3991 Email: communications @kathrein.com Internet: www.kathrein- scala.com ETVVM ®� LonA -Free 11098 -FROb Horizontal pattern 145 ° - polarization 0° electrical downtilt 840 10054 870 XX -pol Panel Antenna 2496 -2690 MHz Vertical pattern t45 °- polarization 0° electrical downtilt Horizontal pattern 145 ° - polarization 5° electrical downtilt Vertical pattern 145 ° - polarization 5° electrical downtilt Horizontal pattern 145 ° - polarization 10° electrical downtilt Vertical pattern 145 ° - polarization 10° electrical downtilt Kathrein Inc.. Scala Division Post Office Box 4580 Medford. OR 97501 (USA) Phone: (541) 779 -6500 Fax: (541) 779 -3991 Email: communications @kathrein.com Internet: www.kathrein- scala.com SCALA DIVISION 35 mm 'N. - I M611*Q_W 64 mm 2 x 738 546 Mounting Kit 850 10013 Tilt Kit Preliminary 84010054 87" XX-pol Panel Antenna 2496-2690 MHz Mounting Options: Model Description 2 x 738 546 Mounting Kit for 2 to 4.6 inch (50 to 115 mm) OD mast. 85010013 Tilt Kit for use with the 2 x 738 546 mounting kit 0-15 degrees downtift angle. .. . .......... . Order Information: Model Description 84010054 Antenna with 7-16 DIN connectors 2.625 inches ± 0.125 II (68 mm 4) A. ..... . - 42 inches (1067 mm) 44.1 inches .. ......... (1120 mm) 45.3 inches (1151 mm) ',' l,) i. H Y Y /71 All specifications are subject to change without notice. The latest specifications are available at www.kathrein-scala.com. Kathrein Inc.. Scala Division Post Office Box 4580 Medford, OR 97501 (USA) Phone: (541) 779-6500 Fax: (541) 779-3991 Email: communications@kathrein.com Internet: www.kathrein-scala.com 011 'rm 12.7 inches 2.8 inches (323 mm) 3.9 inches (71 MM) (98 mm) All specifications are subject to change without notice. The latest specifications are available at www.kathrein-scala.com. Kathrein Inc.. Scala Division Post Office Box 4580 Medford, OR 97501 (USA) Phone: (541) 779-6500 Fax: (541) 779-3991 Email: communications@kathrein.com Internet: www.kathrein-scala.com ANDREW ValuLineo III Next Generation Antennas VHLP2 SPECIFICATIONS Regulatory CompRame ml (lass VHLP2.7W VHLP2 -I0W VHLP2 -11 VHLP2 -13 VHLP2.15 VHLP2.18 VHLP2.23 VHLP2 -26 VHLP2.28 VHLP2.32 VHLP2 -38 Frequency Band, GHi 7.125 -8.5 10.55 -10.68 10.7 -11.7 12.70 -13.25 14.25 -15.35 17.7 -19.7 21.2 -23.6 24.25 - 26.5 21.5 -29.5 31.6 -33.4 31.0 -40.0 Bottom Band Gain, dBi 29.5 33.7 34.0 35.6 36.5 36.3 39.8 40.8 411 43.4 44.6 Mid Bond Gain, A 30.7 33.8 34.4 35.8 36.8 38.7 40.4 411 42.2 43.7 45.2 Top Band Gain; dBi 31.9 34.3 35.0 36.0 37.2 39.1 41.0 41.8 42.7 44.0 45.8 Bemnwkhh, degrees 4.7 3.7 3.3 2.7 2.5 2.1 1.7 1.5 1.3 1.0 0.9 Front /Back, dB 57 56 60 62 65 67 66 68 68 61 66 XPD, d8 32 30 30 30 30 30 30 30 30 30 30 Return loss, dB 11,1 17.7 17.7 17.7 17.7 17.7 17.7 17.7 17.7 17.7 17.7 Regulatory CompRame ml (lass Rl C3 R1(2 Rl C3 Rl C3 R2 (3 R2 C3 R3 C3 R4 (3 R4 (3 R5 C31 R5 (38 FCC Poll 10 i N/A CAT A' CAT 6 N A N/A (AI A (A1 A (AI A N/A N/A (Al A Brant Anatel N/A (2 C2 (2 C2 (2 (2 (2 C2 C2 C2 Canada SRSP N/A 310.5 N/A 312.78 314.5A Note 1 Note 2 N/A N/A N/A 338.6A Andrew RPE Number 7075A 70656,10866' 7083A 7004 7008 7012A 7016A 7020A 7024A 7028 7032A Note 1: Meets Canada SRSP 317.7A, 318.5, 318.8 Use for FCC band (10.5 -10.7 GH4 Note 2: Meets Canada SRSP 312.2A, 321.88 Cane Company. A World of Solutions. Valul-ine III Next Generation Antennas—VHLP2 A 5 Antenna Dimensions, mm (in) A 663(26.1) B 358(14.11) C 72(2.8) D 143(5.6) E 335(13.2) Suitable for mounting to a 48 mm to 115 mm (2 in to 4.5 in) pipe (not supplied) --c D E Antenna Fine Adjustment Fine Aximuth t10° Fine Elevation ±25* ValuLine® III Next Generation Antennas —VHLP2 Wind .Loading The axial, side, and twisting moment forces stated below are lire maximum goads applied to the tower LA/ the antenna of a survival windspeed of 250 km /h (l 55 mph). They are the result of wind from the most critical direction for each parameter. The individual maximums may riot occur simultaneously. All forces are referenced to the antenna mounting pipe. zt A -`_ F. \ Axial force FA 1066 N (240 lb) Side force FS 496 N (111 %) Moment Mr 382 N -m (282 IWO Angle A for Mr maximum 00 Z(G' without ice, mm (in) 125 (4.9) X(G with 12 mm (1/2 in) radial ice, mm (in) 188 (7.4) FS 'ZcG is the axial distance from the center of gravity to the mounting pipe. Antenna Weights Including Mount Antenna without ice, kg (lb) 12.28 (21) Antenna with 12 mm (1/2 in) radial ice, kg (Ib) 24.7 (54) Antenna Packed Weights (Gross) Weight, kg (lb) 19.42 (43) Packed Antenna Dimensions (Single Unit Pack) Dimensions, an (in) 70 x 70 x 56 (27.5 x 27.5 x 22.0) REW One C..ornpariy. A World of ,�olufions. Andrew Corporation Customer Support Center All dpP igns. sr' =er.tlrohor ; cod ovmbbrlihes or prra.ic is !'ind ,-r;ires r:rosent: -o u• II-is b -AI in 3 Westbrook Corporate Center From North America :one s rbject 'o ; :!:o::ye rill :;rt aice. Suite 900 elf- phone: 1 -80025 147? Gollelin En' ' ;) &..1 E1 pi"07) Westchester, IL 60154 US " ax 1 800-3410-544.1 G 2 " ^' Ardre:a Co'p'n :olior. V�P.cI, ^FP. <L t, N 60' 5': lip International :7l' Internet: <on, i o � 0� w �I �I I lie ffQ� yj 114 ]f 0 O m u� W � m r n IWW Ito 14 2' W� N �o O�H 39 ( 3 WIF xLL - r W J � b We z V3 1;1 fill 0 p_; �u r ~ b W 39 ( 3 WIF xLL - r W J � b We z V3 1;1 fill . . . . . . . . . . . . . . .... Zraj ill �Im r I r oa r \ �I �o m� �a \ I i I 1 r i i �s s ON � m ymj X 1 W � W � W J H N I a � •i .CEO Q V3 e a 3 [ .o� N W = . ZNQL� Zraj ill �Im r I r oa r \ �I �o m� �a \ I i I 1 r i i �s s ON � m ymj X 1 W � W � W J H N I a � •i .CEO Q V3 e a 3 [ ill �Im r I r oa r \ �I �o m� �a \ I i I 1 r i i �s s ON � m ymj X 1 W � W � W J H N I a � •i .CEO Q V3 e a 3 [ TOWER LEASE AGREEMENT This Lease Agreement ( "Agreement ") is made and entered into as of , 2010, by and between CITY OF ROSEMOUNT, a Minnesota municipal corporation, with an office at 2875 145th Street West, Rosemount, Minnesota, 55068 -0510 ( "Lessor ") and Clear Wireless LLC, a Nevada limited liability company, ( "Lessee ") its successor and assigns, for the leasing of certain property interest at the Connemara Trail Water Tower site (Tower No. 2), at 13831 Connemara Trail, Rosemount, Minnesota pursuant to the following terms: A) Lessor is the owner of certain real property located in the County of Dakota, State of Minnesota, described in Exhibit "A ", attached hereto and made a part hereof by this reference (the "Property "). B) Lessee desires to obtain a lease on a portion of the Property consisting of tower space for an antenna system and ground space (approximately 49 square feet) for an equipment compound (the "Premises "), as well as right of ways for ingress and egress and utilities thereto. The Premises are described in Exhibit "A ", attached hereto and made a part hereof by this reference. The Premises may be more specifically described following a survey which may be obtained at a later time. For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee agree as follows: ARTICLE 1 In addition to the terms that are defined elsewhere in this Agreement, the following terms are used in this Agreement: A) Tower: The Tower located at 13831 Connemara Trail on which a portion of the Premises are located. B) Lessor: City of Rosemount C) Lessor's Address: 2875 145th Street West Rosemount, Minnesota 55068 -0510 Telephone: (651) 423 -4411 D) Lessor's Rent Payee: City of Rosemount 2875 145th Street West Rosemount, Minnesota 55068 -0510 Telephone: (651) 423 -4411 E) Lessee: Clear Wireless LLC F) Lessee's Address: Attn: Site Leasing 4400 Carillon Point Kirkland, WA 98033 425 - 216 -7600 G: \Antenna Leases \CLEARWIRE \01072010 2nd Draft Lease Agreementdocx 1 With a copy to: Attn: Legal Department 4400 Carillon Point Kirkland, WA 98033 425- 216 -7600 G) Commencement Date: The initial term of this Agreement shall begin on the "Commencement Date" (as hereafter defined) and subject to the terms of Paragraph 3.07 following, shall end on December 31, 2014 (the Expiration Date). The Commencement Date shall be the date on which all conditions precedent detailed in Exhibit "C" have been met, but in no event later than March 1, 2010. H) Rent: Eleven Thousand Eight Hundred Fifty Dollars ($11,850.00) annually in the first year and as a minimum, further described in Section 3.02. Lessee shall pay the Owner rent annually in advance beginning ten (10) days after the Commencement Date for the first year and thereafter on the First (1st) day of January. Any initial partial year will be prorated. I) Extension Periods: Two (2) automatic renewal periods of five (5) years, beginning at midnight on the Expiration Date of the initial term. J) The antenna system will include mounting of up to six (6) antennas, mounting supports and appurtenances on the Tower as described on attached Exhibit "A ", and the site drawings. ARTICLE 2 2.01 RIGHT OF ENTRY. Lessor shall permit Lessee, prior to the Commencement Date, free access to the Property and the Premises, at Lessee's cost, to conduct surveys, subsurface boring tests, feasibility and final configuration assessments, environmental assessments, and other inspections of the Property and Premises, at Lessee's cost, as Lessee may deem necessary. 2.02 LEGAL DESCRIPTION. Lessor grants Lessee the right, but not the obligation, at any time during the term of this Agreement, to obtain a survey of the Premises at Lessee's expense. The legal description that may be derived from the survey will, upon approval thereof by Lessor, become part of Exhibit "A" which will be attached hereto and made a part hereof, and shall control in the event of any inconsistency between it and the original legal description included in Exhibit "A ". ARTICLE 3 3.01 LEASE TERM. The term of this Lease shall begin on the Commencement Date and shall expire on the Expiration Date. Beginning on the Commencement Date, Lessor shall deliver possession of the Premises to Lessee, together with nonexclusive right for ingress and egress, seven (7) days a week, twenty-four (24) hours a day, and for the installation and maintenance of utility wires, cables, conduits, and pipes under, or along a twenty-foot wide right -of -way and easement extending from the nearest public right -of -way, to the Premises, at a location to be G: \Antenna Leases \CLEARWIRE \01072010 2nd Draft Luse Apreement.docx 2 approved by the Lessor's City Engineer. Lessor agrees to execute without delay any easement documents covering the then current lease term as may be required by any utility company in connection with Lessee's use of the Premises. 3.02 RENT. This Agreement shall be for an initial term of five (5) years (plus a partial first year), commencing on the Commencement Date, at an annual rental of Eleven Thousand Eight Hundred Fifty Dollars ($11,850.00), increased annually by an amount equal to the percent change in CPI or five percent (5 %) whichever is greater, as set forth herein. All rent shall be paid on or before the first day of each year immediately following the Commencement Date of the initial term and any Renewal Terms of this Agreement, except that for the initial term, Lessee shall pay one (1) years rent, in advance, (partial year will be prorated) on the Commencement Date and resume payment of the rent on the second year of the initial term which will start on January 1st following the Commencement Date. The rent shall be increased on January 1st of each subsequent year, by an amount equal to the increase in the Consumer Price Index ( "CPI ") or five (5) percent whichever is greater, as provided herein. The first year of the increase will be five percent (5 %) or CPI, whichever is greater. The CPI shall mean the "Consumer Price Index for all Urban Consumers, all Cities, all Items (1967= 100)" as published by the United States Department of Labor Statistics, or if such index shall be discontinued, the successor index thereto, or if there shall be no successor index, such comparable index as shall be mutually agreed upon by the parties hereto. Lessor shall be responsible for communicating all rental increases to the Lessee. Until such time as Lessor makes such computation and provides Lessee with documentation of any rental adjustment, Lessee shall pay to Lessor the Rent in the identical annual amounts paid by Lessee in the preceding lease year preceding the rental adjustment and, in the event the rental adjustment computation provided by Lessor requires an increase in the amount of the annual Rent, Lessee shall, within thirty (30) days following Lessor giving notice to Lessee of the computation of any such increase, pay to Lessor the amount of such increase. If the CPI is discontinued or revised, such other government index or computation with which it is replaced shall be used in order to obtain substantially the same result as if the CPI had not been discontinued or revised. In the event Lessee disagrees with Lessor on the CPI calculation, the parties shall submit this matter to binding arbitration in accordance with the rules of the American Arbitration Association. Each party shall be responsible for their own costs and fees. Such rent shall be paid to the City of Rosemount or to such other person, firm, or place as the Lessor may, from time to time, designate in writing at least thirty (30) days in advance of any rental payment date. 3.03 RIGHT TO EXTEND. The Lease shall automatically renew for each additional five (5) year term unless Lessee provides written notice 60 days prior to the end of the current term. 3.04 RENEWAL RENTAL. The annual rental for each year of the five (5) year extension terms shall increase as described in Article 3.02. 3.05 LESSEE'S USE. Lessee shall use the Premises for the purpose of constructing, maintaining, and operating a wireless communication facility and uses incidental U \Antenna Ieases\CLEARWIRE \01072010 2nd Draft Lease Agreement.docx 3 thereto (the "Facility "), consisting of ground space of not to exceed 49 square feet (T x T), a number of panel and dish antennas not to exceed six feet (6') in height, and all necessary connecting wave guide and appurtenances attached to Lessor's existing water tank. Six (6) antennas or their supports, shall be mounted as described on Exhibit "A" and the site drawings, unless prior approval from the Lessor is obtained. The Facility consists of a tower mounted antenna system and ground space for an equipment pad as shown on Exhibit "A ", including all necessary connecting appurtenances sufficient to be a fully operable communications facility for its intended licensed communications coverage areas. This may include, radio transmission and computer equipment, batteries and generator equipment. All improvements shall be at Lessee's expense. Lessee shall maintain the Premises in reasonable condition. All private utilities such as electrical power, natural gas, telephone, or other cables required by the Lessee shall be installed underground at the Lessee's expense, and in locations approved by the City Engineer. In addition, in the event of a natural or man -made disaster, in order to protect the health, welfare, and safety of the community, Lessee may erect additional telecommunications facilities and install additional equipment on a temporary basis on the Property to assure continuation of service. Such temporary operation shall not exceed ninety (90) days unless written approval is obtained from the Lessor. Lessee hereby consents to the use of Lessor's Property by one or more additional communication providers for the erection, operation, and maintenance of transmission facilities (including antenna structures) so long as, to each such additional provider; a) Lessor provides not less than thirty (30) days prior notice to Lessee of the erection of such facility, together with facility specifications, b) no changes shall be made to the antenna structure of such other provider without thirty (30) days prior written notice to Lessee. Lessor shall require that any agreement with such other provider shall include a provision requiring compliance by such other provider with the provisions of this section. 3.06 INTERFERENCE. Lessor will require all occupants at this location to adhere to the same technical standards as set forth herein. In its use of the Premises, Lessee will not interfere with the operations of Lessor, the communications of public safety or service agencies including public schools, fire departments, police departments, sheriff departments, or the communications conducted by public services provided by Lessor such as water and sewer services. In the event of any such interference, Lessee shall take all actions necessary to eliminate such interference in accordance with reasonable technical standards. If any such interference inhibits Lessor's operations on the Property, and Lessee does not correct or commence to correct such interference within 24 hours, or if there are intermediate levels of interference and Lessee does not correct or commence to correct such interference within thirty (30) days, Lessee shall discontinue operating such equipment, on Lessor's demand, unless and until it can be operated without interference, or shall replace the interfering equipment with alternative equipment that does not cause such interference. All efforts to commence to correct interference shall proceed to completion with reasonable diligence. Lessee shall additionally have the option to terminate this Agreement, without termination fee described in Article 3.07. Upon written notice by Lessor that Lessor has a bona fide request from any other party to GAAntenna LeasesWLEARWIREW1072010 2nd Draft Lease Agreement.docx 4 lease or otherwise occupy the Premises, Lessee agrees to provide the Lessor within sixty (60) days the radio frequencies currently in operation or to be operated in the future of each transmitter and receiver installed and operational on the Premise, which shall not exceed 180 frequencies at the time of such request. Lessor may then have a registered professional engineer of Lessor's choice perform the necessary interference studies to insure that Lessee's frequencies will not cause harmful radio interference to other tenants. For the purpose of this Agreement, harmful interference shall be defined as transmitters that produce receiver desensing because of inadequate frequency spacing between new transmitters and existing receivers, or transmitters that produce second, third or fifth order intermodulation products within twenty (20) KHti of existing receivers on the Premises. Lessee shall pay to Lessor a charge for the portion of such studies reasonably related to Lessee's frequencies in an amount not to exceed five hundred dollars ($500) per study. Should subsequent occupants cause any interference with the operations of Lessee, and if such interference is not eliminated, Lessee shall have the right to terminate this Agreement without any penalty or further liability or seek injunctive relief enjoining such interfering use generated by any other subsequent occupant of the Property. 3.07 TERMINATION. This Agreement may be terminated, without any penalty or further liability unless described herein, on sixty (60) day written notice as follows: a) by either party on default of any covenant or term hereof by the other party, which default is not cured within sixty (60) days following receipt of notice of default (without, however, limiting any other rights available to the parties pursuant to any other provisions hereof) except in the case of Lessor default, Lessee may exercise termination rights without fee or charge; or b) by Lessee if it is unable to obtain or maintain any license, permit or other governmental approval necessary to the construction or operations of the Facility or Lessee's business; or c) by Lessee if the Premises are or become unacceptable to Lessee under the Lessee's design or engineering specifications for its Facility or for the communications systems to which the Facility belongs. No later than sixty (60) days after the termination of this Agreement, by expiration of the term or otherwise, Lessee will remove its personal property and fixtures and restore the Premises to their condition on the Effective Date, reasonable wear and tear and casualty loss excepted. Notice of the Lessee's exercise of its right to terminate shall be given to Lessor in writing by certified mail, return receipt requested, and shall be effective upon receipt of such notice by the Lessor as evidenced by the return receipt. All rentals paid for the lease of the Property prior to said termination date shall be retained by Lessor. Upon such termination, this Agreement shall become null and void and all the parties shall have no further obligations, including the payment of money, to each other, except established rental payments to the Lessor shall be continued for the remainder or the current five (5) year lease period at a reduced rate of 50% of the then current rate at the time of the Agreement termination, which amount shall not exceed 100% of the annual rent. This clause shall not be effective if a government agency cancels a permit or license which prevents Lessee form using the property for its intended purpose. ARTICLE 4 4.01 LESSEE'S INSURANCE. At all times during the term, Lessee, at its own expense, shall maintain: I) "All Risk" property insurance for its property's replacement cost; (ii) commercial general liability insurance for bodily injury or death /property damage arising out of any occurrence. The minimum limit of liability, combined single limit coverage, shall continuously be maintained at GAAntenna Leases \CLEARWIRE \01072010 2nd Draft Ixase Agreement.dcxx 5 the then current limit of Lessor's liability under Minnesota Statutes, Section 466.04 for any number of claims arising out of the same occurrence; and (iii) worker's compensation insurance as required by law. Lessee will name the Lessor as an additional insured under its commercial general liability policy. Lessee will require its insurance company to give at least thirty (30) days prior written notice of termination or cancellation of the policy to the additional insured. 4.02 LESSOR'S INSURANCE. At all times during the term of this Agreement, Lessor will carry and maintain fire and extended coverage insurance covering the Tower, its equipment and common area furnishings in amounts not less than their full replacement costs. Lessor shall also carry commercial general liability insurance in amounts reasonably determined by Lessor. The minimum limit of liability coverage shall continuously be maintained at the then current limit of Lessor's liability under Minnesota Statutes, Section 466.04. 4.03 WAIVER OF SUBROGATION. Lessor and Lessee each waive any and all rights to recover against the other, or against the officers, directors, shareholders, partners, joint ventures, employees, agents, customers, invitees or business visitors of such other party, for any loss or damage to such waiving parry arising form any cause covered by any property insurance required to be carried pursuant to this section or any other property insurance actually carried by such party. Lessor and Lessee, from time to time, will cause their respective insurers to issue appropriate waiver of subrogation rights endorsements to all property insurance policies carried in connection with the Tower or the Premises or the contents of either. 4.04 DAMAGE. If the Premises or a portion of the Tower necessary for Lessee's occupancy is damaged during the term of this Lease by any casualty which is insured under standard fire and extended coverage insurance policies, Lessor will repair or rebuild the Premises to substantially the condition in which the Premises were immediately prior to such destruction. The Rent or Renewal Rent, as applicable, will be abated proportionately during any period in which there is substantial interference with the operation of Lessee's business. If the Premises are damaged to the extent that it would take, in Lessor's and Lessee's reasonable judgment, more than thirty (30) days to repair, then either Lessor or Lessee may terminate this Lease. 4.05 CASUALTY. If any portion of the Owner's Property or Communications Facility is damaged by any casualty and such damage adversely affects Lessee's use of the Property, this Agreement shall terminate as of the date of the casualty if Lessee gives written notice of the same within thirty (30) days after Lessee receives notice of such casualty. ARTICLE 5 5.01 LESSOR COMPLIANCE. Lessor represents and warrants that, as of the date of this Lease, the Premises and the Property comply with all applicable laws, statutes, ordinances, rules, codes, regulations, orders, and interpretations of all Federal, State and other governmental or quasi - governmental authorities having jurisdiction over the Property (collectively, "Laws "). At its sole cost and expense, Lessor will promptly comply with all Laws, and will cause the Premises and the Property to comply with all Laws, except to the extent that such compliance is required solely as a result of Lessee's use or occupancy of the Premises. If any modifications are required to be made to G: \Antenna Leases \CLEARWIRE \01072010 2nd Draft Lease Agreement.docx 6 the Property after the date hereof as a result of any Laws, Lessee shall have no liability for any costs therefor, whether as a pass - through of operating expenses or otherwise. 5.02 LESSEE COMPLIANCE. Lessee will promptly comply with all Laws relating to Lessee's use or occupancy of the Premises. At its sole cost and expense, Lessee will promptly cause the Premises to comply with all Laws to the extent that such compliance is required solely as a result of Lessee's use or occupancy of the Premises. 5.03 ENVIRONMENTAL MATTERS. a) Lessee will be solely responsible for and will defend, indemnify, and hold Lessor, its agents, and employees harmless from and against any and all direct claims, costs, and liabilities, including attorney's fees and costs, arising out of or in connection with the cleanup or restoration of the Premises associated with the Lessee's use of Hazardous Materials; b) Lessor will be solely responsible for and will defend, indemnify, and hold Lessee, its agents, and employees harmless from and against any and all direct claims, costs, and liabilities, including attorney's fees and costs, arising out of or in connection with the clean -up or restoration of the Premises associated with the Lessor's use of Hazardous Materials. Nothing herein shall be deemed waiver by the Lessor of the limitations on liability set forth in Minnesota Statutes, Chapter 466. Lessor hereby states that, to the best of Lessor's knowledge, prior to Lessee's use of the property there are no "Hazardous Materials" present on the Property; c) "Hazardous Materials" means asbestos or any hazardous substance, waste, or materials as defined in any Federal, State, or local environmental or safety law or regulation including, but not limited to, CERCLA. Lessee shall state the nature of hazardous materials at the facility including, asbestos, batteries and fuel supply. The obligations of this section shall survive the expiration or other termination of this Agreement. ARTICLE 6 6.01 UTILITIES AND TAXES. Lessee will be responsible for all utilities required by its use of the Premises. Lessee will pay its proportionate share of utilities furnished by Lessor, or will arrange to have its utilities separately metered. Lessee will pay any increase in real estate taxes, or any governmental charge or assessment arising by reason of Lessee's occupancy, use or operations on the premises. In the event that the real estate tax assessment on Lessor's property reflects Lessee's improvements, Lessor agrees to provide to Lessee in a timely manner, a copy of the assessment. Lessee may contest, at its expense, any assessment imposed on the Premises or Lessee's activities. 6.02 TITLE AND QUIET ENJOYMENT. Lessor represents and warrants to Lessee that a) Lessor has full right, power and authority to execute this Agreement, and will provide Lessee with evidence of such authority; b) Lessor has good and marketable title to the Premises free and clear of any liens or mortgages except those matters which are of public record as of the Effective Date; and c) there is direct legal ingress and egress to the Premises for Lessee's use for vehicles and pedestrians from a public right -of -way. Lessor further covenants that Lessee shall have quiet enjoyment of the Premises during the term of this Agreement and any renewal thereof. For any encumbrance which is a matter of public record, Lessor will promptly obtain from such encumbering entity a non - disturbance agreement stating that so long as Lessee is not in default hereunder, this Agreement will continue in full force and effect. G: \Antenna Leases \CLEARWIRE \01b72010 2nd Draft Lease Agreement.docx 7 Lessor agrees to notify Lessee immediately if at any time during the term of this Agreement, Lessor decides to subdivide, sell or change the status of the Premises or the Property, or if Lessor learns of any pending or threatened or contemplated actions, litigation, claims, condemnations or other proceedings which would affect the Premises or any part of the Premises, or any land use or development proposals affecting property in the vicinity of the Property of which Lessor receives actual notice. 6.03 SUCCESSORS AND ASSIGNS. This Agreement shall run with the Property and shall be binding on and inure to the benefit of the parties, their respective successors, personal representatives and assigns. 6.04 COMPLETE AGREEMENT. It is hereby mutually agreed and understood that this Agreement contains all agreements, promises and understandings between Lessor and Lessee and that no other agreements, promises, or understandings shall or will be binding on either Lessor or Lessee in any dispute, controversy or proceeding at law and any addition, variation or modification to this Agreement shall be void and ineffective unless in writing and signed by parties hereto. 6.05 APPLICABLE LAW. This Agreement and the performance thereof shall be governed, interpreted, construed and regulated by the laws of the State in which the Premises are located. 6.06 NOTICES. All notices and other communications including changes in Lessor's Rent Payee, required or permitted under this Agreement shall be in writing and shall be given by United States first class mail, postage prepaid, registered or certified, return receipt requested, or by hand delivery (including by means of a professional messenger service) addressed to the party for whom it is intended at its address set forth in Article 1. Any such notice or other communication shall be deemed to be effective when actually received or refused. Either party may by similar notice given change of address to which future notices or other communications shall be sent. 6.07 AUTHORITY. Each of the individuals executing this Agreement on behalf of the Lessee or the Lessor represents to the other party that such individual is authorized to do so by requisite action of the other party to this Agreement by requisite action of the party to this Agreement on behalf of which it is executed. 6.08 DUTIES. This section intentionally left blank. 6.09 RECORDING. Lessor shall execute and Lessee shall be permitted to record, at any time, a memorandum of this Agreement. If this Lease Agreement is terminated prior to the expiration of its term, Lessee shall record an appropriate instrument to clear the memorandum from the title to the Property. 6.10 ADDITIONAL MAINTENANCE EXPENSES. All additional expenses of maintaining the Property, including painting or other maintenance of the water tower on which Lessee's antennas are to be mounted, which result from Lessee's occupancy of the Property, shall be paid promptly to Lessor by Lessee upon Lessor's notice to Lessee of such additional costs. G: \Antenna Leases \CLEARwIRF \01072010 ?nd Draft Lease Agreement.docx 8 6.11 APPROVAL. Lessee may not erect the Facility or other improvements on the Property until Lessee receives all approvals from the Rosemount City Council pursuant to applicable city ordinances. 6.12 PRIMARY USE. The primary purpose of the tower is to provide water service to residents of Rosemount. In the event that the use of the tower for water service is jeopardized because of antenna usage on the tower, the Lessor may require Lessee to make such adjustments to its facilities or operations as are necessary to ensure that Lessor's use is no longer jeapordized. 6.13 CONDEMNATION. If a condemning authority takes any portion of the Lessor's Property and such taking adversely affects Lessee's use of the Lessor's Property, this Agreement shall terminate as of the date of taking, if Lessee gives written notice of the same within thirty (30) days after Lessee receives notice of such taking. Lessee shall be entitled to no portion of any condemnation award except the value of its physical improvements on the Property. Upon termination of this Lease by reason of condemnation, Lessor shall return to Lessee any prepaid rent, prorated to the date of taking. Lessee may make claims against the condemning authority for any relocation benefits to which it may be entitled by law. Sale of all or part of the Property to a purchaser which has the power of eminent domain in the face of the exercise of the power shall be treated as a taking by condemnation, and the date of such conveyance shall be deemed the date of taking. 6.14 MISCELLANEOUS. A) This Agreement may be signed in counterparts by the parties hereto. B) Each party agrees to furnish to the other, within ten (10) days after request, such truthful estoppel information as the other may reasonably request. C) Lessee represents that they have not been represented by a real estate broker or other listing agent in this transaction for purposes of commission, fee or other payment to such broker or any other leasing agent claiming to have represented Lessee. If Lessor is represented by broker or listing agent Lessor is responsible for all commission, fee or other payment to such agent. D) Accurate as -built or record drawings as approved by the City Engineer shall be provided to the City within 30 days after installation of Lessee's facilities. E) The rights of Lessee under this Agreement are subject and subordinate to the rights of lessee T- Mobile under that certain Tower Lease Agreement by and between the City of Rosemount and T- Mobile dated March 1, 1997. Lessee acknowledges receipt of a copy of each said Tower Lease Agreements. F) Lessee shall place no advertising on the site or on any structure on the site. G) All antenna panels will be painted to match the water tower. H) All landscaping and turf which is damaged by Lessee shall be restored to a condition reasonably acceptable to Lessor. G: \Antenna Leases \(LEARWIRE \01072010 2nd Draft Lease Agreement.docx 9 I) Lessee shall not use any process or method in the installation, maintenance or removal of any improvement on the water tower by means of welding, cutting tool, or other device, which could damage the water tower, including its interior and exterior paint or any equipment attached thereto, without the Lessor's prior written consent, which shall not be unreasonably withheld. J) Lessee must keep the property free of debris and anything of a dangerous, noxious or offensive nature or which would create a hazard, undue vibration, heat, noise, etc. K) Lessee shall remove its Facility at Lessee's cost, upon reasonable notice to allow maintenance, repair, repainting, or restoration to other activity as reasonably required by Lessor. There may be scheduled interruptions in use of the Facility. Except in the case of an emergency Lessor shall give Lessee thirty (30) days' notice of repair, repainting or restoration. In case of an emergency, Lessor may remove Lessee's Facility but shall notify Lessee by telephone within a reasonable time. An "emergency" shall be deemed to exist only in those situations which constitute an immediate threat to the health or safety of the public or immediate danger to the Property. In the event the use of Lessee's Facility is interrupted, Lessee shall have the right to maintain mobile cellular sites on wheels on the Property or after approved by Lessor, on any land owned or controlled by Lessor in the immediate area of the Property. L) Lessee may assign this Agreement to a parent, subsidiary or purchaser of all or substantially all of Lessee's assets upon prior written notice to Lessor. G: \Antenna Leases \CLEARWIRE\01072010 2nd Draft Lease Agreement.docx 10 EXHIBIT "A" SKETCH AND DESCRIPTION OF PROPERTY: See attached Exhibit (site drawings) LEGAL DESCRIPTION OF OWNER'S PROPERTY: Address: 13831 Connemara Trail Legal: SECTION 19 TWN 115 RANGE 19 :PT OF SE 1/4 COM NE COR LOT I BLK 3 COUNTRY HILLS 3RD ADD N ON E LIME OF PLAT 80 FT TO PT OF BEG CONT N 250 FT E 300 FT S 250 FT W 300 FT TO BEG It is agreed by Lessor and Lessee that the precise legal description for the Lessor's Property will be corrected, if necessary, and that the correct legal description may be placed on this Exhibit "A" by Lessee. G: \Antenna Leases \CLEARWIRE \01072010 2nd Draft Lease Agreementdocx II EXHIBIT "B" TO SITE AGREEMENT MEMORANDUM OF AGREEMENT THIS MEMORANDUM evidences that an Agreement was made and is hereby entered into by written agreement effective the day of , 2010, between the City of Rosemount ( "Lessor ") whose address is as set forth below and Clear Wireless LLC whose address is , the terms and conditions of which are incorporated herein by reference. Such Agreement provides, in part, that Lessor, for valuable consideration, leases to a part of that certain property owned by Lessor which is described in Exhibit "A" attached hereto and incorporated herein for a term of five (5 +) years commencing on , 2010, which term is subject to two (2) additional five (5) year extension terms. GAAntenna Leases \CLEARWIRL \01072010 2nd Draft Lease Agreemcnt.docx 12 EXHIBIT "C" TO SITE AGREEMENT CONDITIONS PRECEDENT 1) All permits from all local or federal land use jurisdictions for the intended use. 2) All local airspace authorities and FAA determination of no hazard to airspace. 3) FCC authorization to utilize this location for the intended use. 4) Review and approval of site plan and landscape (plantings) plan by the City, paid for by Lessee. 5) Lessee will pay for a review of the proposed structural addition to the Tower by a registered professional Engineer of the City's choosing. 6) Lessee's technical reports must establish to its exclusive satisfaction that the property is capable of being suitably engineered to accomplish Lessee's intended use of the property. GAAntenna Leases \CLEARWIRE \01072010 2nd Draft Lease Agreement.docx 13 IN WITNESS WHEREOF, the parties hereto have set their hand and affixed their respective seals the day and year first above written. LESSOR: CITY OF ROSEMOUNT By: as William H. Droste, Mayor Amy Domeier, City Clerk LESSEE: Clear Wireless LLC, a Nevada limited liability company : Its: Date U: \Antenna leases \CLEARWIRE\ 01072010 2nd Draft Lease Agreement.docz 14 MUNICIPAL CORPORATE ACKNOWLEDGMENT STATE OF MINNESOTA) ) SS COUNTY OF DAKOTA ) The foregoing instrument was acknowledged before me this day of , 200_, by William H. Droste, as Mayor, and Amy Domeier, as City Clerk, both of the City of Rosemount, a Minnesota municipal corporation, on behalf of the corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public in and for the State of Minnesota residing at My appointment expires G: \Antenna Leases \CLEARWIRE \01072010 2nd Draft Lease Agreement.docx 15 LESSEE ACKNOWLEDGMENT STATE OF ) ) SS COUNTY OF ) The foregoing instrument was acknowledged before me this 2010, by as of as day of IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public in and for the State of Minnesota residing at My appointment expires U: \Antenna Leases \CLEARWIRE \01072010 2nd Draft Lease Agreement.docx ,16 N O w W w W O H u 7 's ,C 0 R C v G i u o v 00 o u L Sri U uU � uU _� O M y `� bA O y bA M y bA O 0 Q Q U '� f p o b,w C� C t~ U a� Q p c o 00 L" U p e o "t c� D, a� �f ... � m ..� >..r 4 ... V-1 M D+ 4 + ... C14 cl Lr) ct � ti O `n .a N ��.' M > a�..�� N en ..�� .Li .ya N O ° a� ca p x C O O w w � cl � o O ii o 0 M 0 0 �y L LLN ¢,N E O a ZQQQ a LO U W q ° �, "D N N �j O i en N 'C3 `n C +� o N c cn� �-- U) � ON ' ' -- ° Cull a o Ri g ceH� p `�' � OQ C'4 G a x� Z a0 4 � N � ��oe en 0c 0 aj 00 acr,�a 0 u � ��'+CAnA � ° O c�MCJa 5 �Nq o cd tzty. 0 4.1 04 (0 60 o w. o o, C c' y' o°o �., .0 0 0 p, Lj 5 o' o C) o V v � Ov .. LO a.�U��J0"m rx °q 4-4� o 't 4.4� o -o g O H a� 44 0 O z. U U a� V A.Ln a� �C� �' a� 0 M J H U U U H cl a� ° cu �D O C/) 0 � ° \ 00 w ZJ cn~4 u 7 's ,C 0 R C v G i Excerpt from January 11, 2010 Draft Utility Commission Minutes: 6c. ANTENNA LEASE AGREEMENT — CLEARWIRE Executive Director Brotzler presented the Commission with an application to install six antennas on the Connemara Tower and a draft lease agreement. He apprised the Commission that the City Attorney is comfortable with the language within the Agreement. Clear Wireless is new to the metro area and taking off with WI MAX, not WI FI. They want to start with Connemara Tower; however they are getting another application ready for the Chippendale Tower. That will come to the Commission in the very near future. Commission members asked if the charge is comparable with other cities. Two years ago we had another company approach the City and at that time our rates were comparable. We also had a company that wanted to negotiate lower rates on behalf of one of our lessees, but it turned out that company was not working on behalf of the company so between that and the other company that was interested a comparison was completed. MOTION by Schnieder to recommend City Council approval of a Tower Lease Agreement with Clearwire. Second by Harmsen. Ayes: Harmsen, Schnieder. Nays: None. Motion carried. FROM FMHC (THU) JAN 14 2010 11 :41 /ST. 11 :40 /No. HH160103 P 2 TOWER LEASE AGREEMENT This Lease Agreement ("Agreement ") is made and entered into as of 2010, by and between CITY OF ROSEMOUNT, a Minnesota municipal corporation, with an office at 2875 145th Street West, Rosemount, Minnesota, 55068 -0510 ("Lessoel And Clear Wireless 11-,C, a Nevada limited liability company, ( "Lessee'l its successor and assigns, for the leasing of certain property interest at the Connemara Trail Water Tower site (Tower No, 2), at 13831 Connemara Trail, Rosemount, Minnesota parsuant to the following terms: A) Lessor is the owner of certain real property located in the County of Dakota, State of Minnesota, described in Exhibit "A attached hereto and made a part hereof by this reference (the "property'). B) Lessee desires to obtain a lease on a portion of the Property consisting of tower space for an antenna system and ground space (approximately 49 square feet) for an equipment compound (the ' Premises"), as well as right of ways for ingress and egress and utilities thereto. The Premises are described in Exhibit "A ", attached hereto and made it part hereof by this reference. The Premises may be more specifically described following a survey which may be obtained at it later time. For valuable consideration, the receipt and sufficiency of which ate hereby acknowledged, Lessor and Lessee agree as follows: ARTICLE 1 In addition to the terms that ate defined elsewhere in this Agreement, the following terms are used in this Agreement: A) Tower: The Tower located at 13831 Connemara Trail on which a portion of the Premises are located- B) Lessor. City of Rosemount C) Lessor's Address: 2875145th Street West Rosemount, Minnesota 55068 -0510 Telephone: (651) 423 -4411 D) Lessor's Rent Payee: E) Lessee: F) Lessee's Address: City of Rosemount 2875145th Street West Rosemount, Minnesota 55068 -0510 Telephone: (651) 423 -4411 Clear Wireless LLC Attn: Site Leasing 4400 Carillon Point KiAland, WA 98033 425 -216 -7600 G: \Arnuuu Lmm \C1J7.A)kW1Rr; \01122010 MAI L=" ngme— door 1 FROM FMHC (THU) JAN 14 2010 11: 41/ST.11: 40/No.6825160103 F 3 With a copy to: Attn: Legal Department 4400 Carillon Point Kirkland, WA 96033 425 -216 -7600 G) Commencement Date: The initial tctm of this Agreement shall begin on the "Commencement Date" (as hereafter defined) and subject to the terms of Paragraph 3.07 following, shall end on December 31, 2014 (the Expiration Date), The Commencement Date shall be the date on which ell conditions precedent detailed in Exhibit. "C" have been rnet, but in no event later than March 1, 2010. R) Rent: Eleven Thousand Fight Hundred Fifty Dollars ($11,850.00) annually in the fast year and as a minimum, further described in Section 3.02. Lessee shall fray the Owner rent annually in advance beginning ten (10) days after the Commencement Date for the fast year and thereafter on the First (1st) day of January. Any initial partial year will be prorated. I) Extension Periods: Two (2) automatic renewal periods of five (5) years, beginning at midnight on the Expiration Date of the initial term. J) The antenna system will include mounting of up to six (6) antennas, mounting supports and appurtenances on the Tower as described on attached Exhibit ",A. ", and the site drawings. ARTICLE 2 2.01 RIGHT OF ENTRY. Lessor shall permit Lessee, prior to the Commencement Date, free access to the Property and the Premises, at Lessee's cost, to conduct surveys, subsurface boring tests, feasibility and final configuration assessments, environmental assessmcnts, and other inspections of the Property and Premises, at Lessee's cost, as Lessee may deem necessary. 2.02 LEGAL DESCRIPTION. Lessor grants Lessee the right, but not the obligation, at any titne during the term of this Agreement, to obtain a survey of the Premises at Lessee's expense. The 1egal description that may be derived from the survey will, upon approval thereof by Lessor, become part of Exhibit "A" which will be attached hereto and made a part hereof, and shall control in the event of any inconsistency between it and the original legal description included in Exhibit "A ". ARTICLE 3 3.01 LEASE TERM. The term of this Lease shall begin on the Commencement Date and shall expire on the Expiration Date. Beginning on the Commencement Date, Lessor shall deliver possession of the Premises to Lessee, together with nonexclusive right for ingress and egress, seven (7) days a week, twenty -four (24) hours a day, and for the installation and maintenance of utility wires, cables, conduits, and pipes under, or along a twenty -foot wide right -of -way and easement extending from the nearest public tight -of -way, to the Premises, at a location to be C., \Anwnna) Aam\ CLP- ARwtN1 's \Ot12201011kW)A- xcAgtc*sm .dw% 2 FROM FMHC (THU) JAN 14 2010 11 :42 /ST. 11 :40 /No. 6825160103 P 4 approved by the Lessor's City Engineer. Lessor agrees to execute without delay any easement documents covering the then current lease tern as may be required by any utility company in connection with Lessee's use of the Premises. 3.02 RENT. This Agreement shall be for an initial term of five (5) years (plus a partial fast year), commencing on the Commencement Date, at an annual tcntal of Eleven Thousand Eight I Iundxcd Fifty Dollars ($11,850.00), increased annually by an amount equal to the percent change in CPI or five percent (5 0/6) whichever is greater, as set forth herein. All rent shall be paid on or before the First day of each year imunediately following the Commencement Date of the initial term and any Renewal Terms of this Agreement, except that for the initial term, Lessee shall pay one (1) years rent, in advance, (partial year will be prorated) on the Commencement Date and resume payment of the rent on the second yes- of the initial term which will start on January let following the Commencement Date. The rent shall be increased on January 1 st of each subsequent year, by an amount equal to the increase in the Consumer Price Index ("CPI'J or Five (5) percent whichever is greater, as provided herein. The first year of the increase will be five percent (5 0/,) or CPI, whichever is greater. The CPI shall mean the "Consumer Price Index for all Urban Consumers, all Cities, all Items (1967= 100)" as published by the United States Depattment of Labor Statistics, or if such index shall be discontinued, the successor index thereto, or if these shall be no successor index, such comparable index as shall be mutually agreed upon by the parties hereto. Lessor shall be responsible for communicating all rental increases to the Lessee. Until such time as Lessor makes such computation and provides Lessee with documentation of any rental adjustment, Lessee shall pay to Lessor the Rent in the identical annual amounts paid by Lessee in the preceding lease year preceding the rental adjustment and, in the event the rental adjustment computation provided by Lessor requires an increase in the amount of the annual item, Lessee shall, within thirty (30) days following Lessor giving notice to Lessee of the computation of any such increase, pay to Lessor the amount of such increase. If the CPI is discontinued or revised, such other government-index or computation with which it is replaced shall be used in order to obtain substantially the same result as if the CPI had not been discontinued or revised, In the event Lessee disagrees with Lessor on the CPI calculation, the parties shall submit this matter to binding atbitmdon in accordance with the rules of the American Arbitm6on Association. Each patty shall be responsible for their own costs and fees. Such relit shall be paid to the City of Rosemount or to such other person, 6rm4 of place as the Lessor may, frorn time to time, designate in writing at least thirty (30) days in advance of any rental payment date. 3.03 RIGFIT TO =TEND. The Lease shall automatically renew for each additional five (5) year term unless Lessee provides written notice 60 days prior to the end of the current term. 3.04 RENEWAL REN'T'AL.,. The annual rental for each year of the five (5) year extension terms shall increase as described in Article 3.02. 3.05 LESSEE'S USE. Lessee shall use the Premiscs for the purpose of eonsrJ.ucdng, maintaining, and operating a wireless communication facility and uses incidental G: \Antenma i eaaw\CLBMW11U \01129010 PieW Imse Asrem"c"t -Om 3 FROM FMHC (THU)JRN 14 2010 11.42/ST.11.40/No.6325160103 P 5 thereto (the "Facility"), consisting of ground space of not to exceed 49 square feet (T x 7'), a number of panel and dish antennas, none of which to exceed six feet (6') in height, and all necessary connecting wave guide and appurtenances attached to Lessor's existing water tank. Six (6) antennas or. their supports, shall be mounted as described on Exhibit "A" and the site drawings, unless prior approval from the Lessor is obtained, The Facility consists of a tower mounted antenna system and ground space for an equipment pad as shown on Exhibit "A ", including all necessary connecting appurtenances sufficient to be a fully operable communications facility for its intended licensed communications coverage areas. This may include, radio transmission and computer equipment, batteries and generator equipment. All irnprovemenb shall be at Lessee's expense. Lessee shall maintain the Premises in- reasonable condition. All private utilities such as electrical power, natural gas, telephone, or other cables required by the Lessee shall be installed underground at the Lessee's expense, and in locations approved by the City Engineer. In addition, is the event of a natural or man -made disaster, in order to protect the health, welfare, and safety of the community, Lessee may erect additional telecommunications facilities and install additional equipment on a temporary basis on the Property to assure continuation of service. Suclh tcmposary operation shall not exceed ninety (90) days unless written approval is obtained from the Lessor. Lessee hereby consents to the use of Lessor's Property by one or more additional com,nunication providers for the erection, operation, and maintenance of transmission facilities ( including antenna structures) so long as, to each such additional provider; a) Lessor provides not less than thirty (30) days prior notice to Lessee of the erection of such facility, together with facility speciflcadons, b) no changes shall be made to the antenna structure of such other provider without thirty (30) days prior written notice to Lessee. Lessor shall require that any agreement with such Other provider shall include a provision requiring compliance by such other provider with the Provisions of this section. 3.06 TNIM.- RFERENCE. Lessor will require all occupants at this location to adhere to the same technical standards as set forth herein. In its use of the Premises, Lessee will not interfere with the operations of Lessor, the communications of public safety or setvic:e agencies including public schools, fire departments, police departments, shetiff departments, of the communications conducted by public services provided by Lessor such as water and sewer services, In the event of any such interference, Lessee shall take all actions necessary to eliminate such interference in accordance with reasonable technical standards. If any such interference inhibits Lessor's operations on the Property, and Lessee does nut correct or commence to correct such interference within 24 hours, or if there are intermediate levels of interference and Lessee does not correct or commence to correct such interference within thirty (30) days, Lessee shall discontinue operating such equipment, on Lessor's demand, unless and until it can be operated without interference, or shall replace the intetfering equipment with alternative equipment that does not cause such interference. All efforts to commence to correct interference shall proceed to completion with reasonable diligence. Lessee shall additionally have the option to terminate this Agreement, without terin.ination fee described in Article 3.07. GAA lwaviaL .enue \CIXLARwfRE \ott22p10 t.iml brace Agcma%tjop 4 FROM FMHC (THU)JRN 14 2010 11:43/ST.11:40/No.6825160103 F 6 Upon written notice by Lessor brat Lessor has a bona fide request from any other party to lease or otherwise occupy the Premises, Lessee agrees to provide the Lessor within sixty (60) days the radio frequencies currently in operation or to be operated in the future of each transmitter and receiver installed and operational on the Premise, which shall not exceed 180 frequencies At the dune of such request. Lessor may then have a registered professional engineer of Lessor's choice perform the necessary interference studies to insure that Lessee's frequencies will not cause harmful radio interference to other tenants. For the purpose of this 4newent, harmful mrerfnrna rha <l be defined ax tranamrtterr that prndua nteiver desendnq because of inadequate firgaeng spaded between new imsmiturs and exirting meinn, or trap mitten that"dvo second Ainl orftfih order irrleraro&k1ion prodrretr within twrrtly (20) 1ZCIti of e.drtind nceiverr on the lsremuer Lecl><e hall pay to Lasor a charge for the portion of such rtrrdies masonably mlaied to Lessee's firqumaox in an amount trot to arced five handmd dollars ($500) per atady. Should subsequent occupants cause any interference with the operations of Lessee, and if such interference is not eliminated, Lessee shall have the tight to terminate this Agreement without any penalty or further liability or seek injunctive relief enjoining such interfering use generated by any other subsequent occupant of the Property. 3.07 TERMINATION. This Agreement may be terminated, without any penalty or further liability unless described herein, on sixty (60) day written notice as follows: a) by either party on default of any covenant or term hereof by the other party, which default is not cured within sixty (60) days following receipt of notice of default (without, however, limiting any other rights available to the parties pursuant to any other provisions hereof) except in the case of Lessor default, Lessee may exercise termination rights without fee or charge; or b) by Lessee if it is unable to obtain or maintain any license, permit or other govertunental approval necessary to the construction or operations of the Facility or Lessee's business; or c) by Lessee if the Premises are or become uwacceptable to Lessee under the Lessee's design or engineering specifications £or its Facility or fox the communications systems to which the Facility belongs. No later than sixty (60) days after the termination of this Agreement, by expiration of the tease or otherwise, Lessee will remove its personal property and fixtures end restore the Premises to their condition on the Effective Date, reasonable wear and teat and casualty loss excepted. Notice of the Lessee's exercise of its right to terminate shall be given to Lessor in writing by certified mail, return receipt requested, and shall be effective upon receipt of such notice by the Lessor as evidenced by the Return receipt. All rentals paid for the lease of the Property prior to said tcnninatioil date shall be retained by Lessor. Upon such termination, this Agreement shall become null and void and aU the parties shall have no further obligations, including the payment of money, to each other., except established rental payments to the Lessor shall be continued for the remainder or the current five (5) yeat lease period at a reduced rate of 500/c of the then current rate at the time of the Agreement textnination, which amount rba /I not exceed t00% of the ann>rd net. This clause shall not be effective if a government agency cancels a permit or license which prevents Lessee Eorrn using the property for its intended purpose. ARTICLE 4 4.01 LESSEES INSURANCE. At all tunes during the term, Lessee, at its own expense, shall maintain: 1) "All Risk" property insurance for its property's replacement cost; @ commercial general liability insurance for bodily injury or death /property damage arising out of any occurrence. G: \Mite. Ltuea \C LI�.AIlW1RG\01t12010 rind 1. nee Ast— IWA10- 5 FROM FMHC (TH IV' )JAN 14 2010 11: 43/ST.11: 40 /N o. 6825160103 P 7 The minimum limit of liability, combined single limit coverage, shall continuously be maintained at the then current limit of Lessor'a liability under Minnesota Statutes, Section 466.04 for any number of claims arising out of the same occurrence; rid A worker's compensation insurance as required by law, Lessee will name the Lessor as an additional insured under its commercial general liability policy. Lessee will require its insurance company to give at least thirty (30) days prior written notice of termination or cancellation of the policy to the additional insured. 4.02 LESSOR'S IINSURANCE. At all times during the term of this Agreement, Lessor will carry and maintaiti fur and extended coverage insurance covering the Tower, its equipment and common area furnishings in arnvunts not less dnarn their full replacement costs. Lessor shall also carry commercial general liability insurance in amounts reasonably determined by Lessor. The miniimurn limit of liability coverage shall continuously be maintained at the then cuurent limit of Lessor's liability under Minnesota Statutes, Section 466.04. 4.03 WAIVER OF SUBROGATION. Lessor and Lessee each waive any and all rights to recover against the other, or against the officers, directors, shareholders, partners, joint ventures, employees, agents, customers, invitees or business visitors of such other party, for any lose or damage to such waiving party arising from any cause coveted by any property insurance required to be carried pursuant to this section or any other property insurance actually carried by such party. 1'.essor and Lessee, from time to time, will cause their respective insurers to issue appropriate waiver of subrogadon rights endorsements to all property insurance policies carried in connection with the Tower or the Premises or the contents of either. 4.04 DAMAGE. If the Premises or a portion of the Tower necessary for Lessee's occupancy is damaged during the term of this Lease by any casualty which is insured under standard fire and extended coverage insurance policies, Lessor will repair or rebuild the Premises to substantially the condition in which the Premises were immediately prior to such destruction. The Rent or Renewal Rent, as applicable, will be abated proportionately during any period in which there is substantial interference with the operation of Lessee's business. If the Premises are dumged to the extent that it would take, in Lessor's and Lcssee's reasonable judgment, more than thirty (30) days to repair, then either Lessor or Lessee may terminate this Lease. 4.05 CASUA13 Y. If any portion of the Owner's 'Property or Communications Facility is damaged by any casualty and such damage adversely, affects i...essee's use of the Property, this Agreement sball terminate as of the date.of the casualty if Lessee gives written notice of the same within thirty (30) days after Lessee receives notice of such casualty. ARTICLE 5 5.01 LESSOR COMPLIANCE. Lessor represents and warrants that, as of the date of tl-is Lease, the Premises and the Property comply with all applicable laws, statutes, ordinances, rules, codes, regulations, orders, and interpretations of all Federal, State and other governmental or quasi - governmental authorities having jtuisdicdon over the Property (collectively, "Laws "). At its sole cost and expense, Lcmot will promptly comply with all Laws, and will cause the Premises and the C- \Aauem,a Le veer \CWM\M 1U3- \011=10 FMAI I xW A$f00ftnc.d0= 6 FROM FMHC (THU)JAN 14 2010 11:43/ST.11:40/No.6825160103 P 8 Property to comply with all Laws, except to the extent that such compliance is required solely as a result of Lessee's use or occupancy of the Premises. If any modifications are required to be made to the Property after the date hereof as a result of any Laws, Lessee shall have no liability for any costs therefor, whether, as a pass- through of operating expenses or othmmwise. 5.02 LESSEE COMPLIANCE. Lessee will promptly comply with all Laws relating to Lessee's use or occupancy of the Premises. At its sole cost and expense, Lessee will promptly cause the Premises to comply with all Laws to the extent that such compliance is required solely as a result of Lessee's use or occupancy of the Premises. 5.03 ENVIRONTMENTAL WATTLRS. a) Lessee will be solely responsible for and will defend, indemnify, and hold Lessor, its agents, and employees harmless from and against any and all direct claims, costs, and liabilities, includurg attorney's fees and costs, arising out of or in connection with the cleanup or restoration of the Premises associated. with the Lessee's use of Hazardous Materials; b) Lessor will be solely responsible for and win defend, indemnify, and hold Lessee, its agents, and employees harmless from and against any and all direct claims, costs, and liabilities, including attorney's fees and costs, arising out of or in connection with the clean-up or restoration of the Premises associated with the Lessor's use of Hazardous Materials. Nothing herein shall be deemed waiver by the Lessor of the limitations on liability set forth in Minnesota Statutes, Chapter 466. Lessor hereby states that, to the best of Lemoes knowledge, prior to Lessee's use of the property there are no "Hazardous Materials" present on the Property; c) "Hazardous Materials" means asbestos or any hazardous substance, waste, or materials as defined in any Federal, State, or local environmental or safety law or regulation including, but not limited to, CERCLA. Lessee shall state the nature of hazardous materials at the facility including, asbestos, batteries and fuel supply. The obligations of this section shall survive the expiration or other termination of this Agreement. ARTICLE 6 6.01 UTILITIES AND TAXES. Lessee will be responsible for all utilities required by its use of the Premises. Lessee will pay its proportionate share of utilities furnished by Lessor, or will arrange to have its utilities separately metered. Lessee will pay any increase in real estate taxes, or any governmental charge or assessment arising by reason of Lessee's occupancy, use or operations on the premises. In the event that the real estate tax assessment on Lessor's property reflects Lessee's improvements, Lessor agrees to provide to Lessee in a timely manner, a copy of the assesstxment. Lessee may contest, at its expense, any assessment unposed on the Prcr6scs or Lessee's activities. 6.02 TITLE AND QUIRT ENJOYMENT. Lessor represents and warrants to Lessee that a) Lessor has full right, power and authority to execute this Agreement, and will provide Lessee with evidence of such authority; b) Lessor has good and marketable title to the Premises free and cleat of any liens or mortgages except those matters which are of public record as of the Effective Date; and c) there is direct legal ingress and egress to the Premises for Lessee's use for vehicles and pedestrians from a public right -of -way. Lessor further covenants that Lessee shall have quiet enjoyment of the Premises during the term of this Agreement and any renewal thereof. For any c:�ncccanA t,a,�.\c�nmtwtkri \011220�n ITUw► t,cuse n�reanwkdoex 7 FROM FMHC (THU)JRN 14 2010 11:44/ST.11:40/No.6325160103 P 9 encumbrance which is a matter of public record, Lessor will pronaptly obtain from such tuicu nbering entity a non - disturbance agreement stating that so long as Lessee is not in default hereunder, this Agreement will continue in full force and effect. Lessor agrees to notify Lessee immediately if at any time during the term of this Agreement, Lessor decides to subdivide, sell or change the status of the Premises or the Property, or. if Lessor learns of any pending or threatened or contemplated actions, litigation, claims, condemnations or other proceedings which would affect the Ptettiises or any part of the Premises, or any land use or development proposals affecting property in the vicinity of the Property of which Lessor receives actual notice. 6,03 SUCCESSORS AND ASSIGNS. This Agreement shall run with the Property and shall be binding on mid inure to the benefit of the parties, their respective successors, personal representatives and assigns. 6.04 COMPLETE AGRE.EKENT. It is hereby mutually agreed and understood that this Agreement contains all agreements, promises and understandings between Lessor and Lessee and that no other agreements, promises, or understandings shall or will be binding on either Lessor or Lessee in any dispute, controversy or proceeding at law and any addition, variation or modification to this Agreement shall be void and ineffective unless in writing and signed by parties hereto. 6.05 APPLICABLE LAW. This Agreement and the performance thereof shall be governed, interpreted, construed and regulated by the laws of the State in which the Premises are located. 6.06 NOTICES. All notices and other communications including changes in Lessor's Resat Payee, required or permitted under this Agreement shall be in writing and shall be given by United States first class mail, postage prepaid, registered or certified, return receipt requested, or by hand delivery (including by means of a professional messenger service) addressed to the party for whom it is intended at its address act forth in Article 1. Any such notice or other communication shall be deemed to be effective when actually received or refused. Either party may by similar notice given change of address to which future notices or other communications shall be sent. 6.07 AUTHOP-M. Each of the individuals executuig this AStccment on behalf of the X.csscc or the Lessor represents to the other party that such individual is authorized to do so by requisite action of the other party to this Agreement by requisite action of the party to this Agreement on behalf of which it is executed, 6.08 DUTIES. This section intentionally left blank. 6.09 RECORDING. Lessor shall execute and Lessee shall be permitted to record, at any time, a memorandum of this Agreement. If this Lease Agreement is terminated prior to the expiration of its term, Lessee shall record an appropriate instrument to clear the memorandum from the title to the Property. 6.10 ADDn'10NAL MAINTENANCE EXPENSES, All additional expenses of maintaining the Properly, including painting or other maintenance of the water tower on which G\ Aattmu% aLCUM \C1d3AR \Vlitg\011220101wxd Lase Agtecmau.d «x 8 FROM FMHC (THU)JHN 14 2010 11:44/ST.11:40/No.6825160103 P 10 Lessee's antennas are to be mounted, which result from Lessee's occupancy of the Property, shall be paid promptly to Lessor by Lessee upon Lessor's notice to Lessee of such additional costs. 6.11 APPROVAL. Lessee may not erect the Facility or other improvements on the Property until Lessee receives all approvals from the Rosemount City Council pursuant to applicable city ordniances. 6.12 PRUMARY USE -. The primary purpose of the tower is to provide water service to residents of Rosemount. In the event that the used the tower for water service is jeopardized because of antenna usage on the tower, the Lessor may require Lessee to make such adjustments to its facilities or operations as are necessary to ensure that f essox's use is no longer jeopordized. 6.13 CONDEWNATION. If a condemning authority takes any portion of the Lessor's Property and such taking adversely affects Lessee's use of the Lessor's Property, this Agreement shall terminate as of the date of caking, if Lessee gives written notice of the same within thirty (30) days after Lessee receives notice of such taking. Lessee shall be entitled to no portion of any condemnation award except the value of its physical improvements on the Property. Upon tertnuration of this Lease by reason of condemnation, Lessor shall return to Lessee any prepaid rent, prorated to the date of taldng. Lessee may make claims against the condemning authority for any relocation benefits to which it may be entitled by law. Sale of all or part of the Property to a purchaser which has the power of eminent domain in the face of the exercise of the power shall be treated as a taking by condemnation, and the date of such conveyance shall be deemed the date of taking. 6.14 MISCELLANEOUS. A) 'Phis Agreement may be signed in counterparts by the parties hereto. D) Each party agrees to furnish to the other, within ten (10) days after request, such truthful estoppel information as the other may reasonably request. C) Lessee represents that they have not been represented by a real estate broker or-other listing agent in this transaction for purposes of commission, fee or other payment to such broker or any other, leasing agent claiming to have represented Lessee. If Lessor is represented by broker or listing agent Lessor is responsible for all comtrdssion, fee or other payment to such agent. D) Accurate as -built or record drawings as approved by the City Engineer shall be provided to the City within 30 days after installation of Lessee's facilities. E) The rights of Lessee under this Agreement are subject and subordinate to the rights of lessee T- Mobile under that certain Tower Lease Agreement by and between the City of Rosemount and T- Mobile dated March 1, 1997. Lessee acknowledges receipt of a copy of said Tower Lease Agreements. 0 T..essee shall place no advertising on the site or on any structure on the site. G) All antenna panels wilt be painted to match the water tower. L: \Mrlenna Lcson \CI.AfIARWIIt1: \01122010 Ronal JAm Asroamene.d- 9 FROM FMHC (THU)JAN 14 2010 11: 45/ST.11: 40/No.6825160 103 P 11 1-I) All landscaping and turf which is damaged by Lessee shall be restored to a condition reasonably acceptable to Lessor. I) Lessee shall not use any process or method in the installation, maintenance or removal of any improvement on the water tower by means of welding,, cutting tool, or other device, which could damage the water tower, including its interior and exteriox paint or any equipment attached thereto, without the Lessor's prior written consent, which shall not be unreasonably withheld. J) ]Lessee must keep the property free of debris and anything of a dangerous, noxious or offensive nature or which would ctcate a hazard, undue vibration, heat, noise, etc. K) Lessee shall remove its Facility at Losscc's cost, upon reasonable notice to allow maintenance, repair, repainting, of restoration to other activity as reasonably required by .Lessor. 71hete may be scheduled interruptions in,use of the Facility. Except in the case of an emergency Lessor shall give Lessee thirty (30) days' notice of repair, repainting or restoration. In case of an emergency, Lessor may remove Lessee's Facility but shall notify Lessee by telephone within a reasonable time. An "emergency" shall be deemed to exist only in those situations which constitute an immediate threat to the health or safety of the public or immediate danger to the Property. In the event the use of Lessee's Facility is interrupted, Lessee shall have the right to maintain mobile cellular sites on wheels on the Property or after approved by Lessor, on any land owned or controlled by Lessor in the immediate area of the Property. L) Lessee may assign this Agreement to a parent, subsidiary or purchaser of all or substantially all of Lessee's assets upon prior written notice to Lessor. GUotc um Lckws \CLF�ARWIRG.\O11Z2D10 Phol Lnze Arcameix.1= 10 FROM FMHC (THU)JRN 14 2010 11:45/ST.11:40/No.6325160103 P 12 EXHIBIT "A" SKETCH AND DESCRIPTION OF PROPERTY: See attached Exhibit (site drawings) LEGAL DESCRIPTION OF OWNERS PROPERTY: Address: 13831 Connemara Trail Legal: SECTION 19 TWN 115 RANGE 19 PT OF 5E V-1 CON NE COR TAT 2 BLIC 3 COaNTRY SILLS M ADD N ON L LINE OP P= Bo FT TO PT OF BEG CONT N 250 IT E 300 FT 3 250 FT W 300 rx TO bra It is Agreed by Lessor And Lessee that the precise legal description for the Lessor's Property will be corrected, if necessary, And that the correct legal description may be placed on this $xhibit "A" by Lessee. G: \MtCmui L' A%C@ \CLL.MWtR1. \01121010 MIMI LAwc Agrxmcnt Mx I FROM FMHC (TH IV' )JAN 14 2010 11: 45/ST.11: 40/No.6825160103 P 13 ... . . . . . . . . pill . . . ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . bst ak 1 ` • u 3 4� V FROM FMHC 8 8 I. �I WI O� 04! O (THJ)JAN 14 2010 11: 45/ST.11: 40 /N o. 6825160103 P 14 A �a J F 11 8a .1 �' O a l l 2� FROM FMHC (THU) JAN 14 2010 11: 46/ST.11: 40/No.6825160103 P 15 EXHIBIT "B" TO SITE AGREEMENT MEMORANDUM OF AGREEMENT THIS MEMORANDUM evidences that an Agreement was ruade and is hereby entered into by written agreement effective the day of '2010, between the City of Rosemount ("Lessor") whose address is as set forth below and Clear _ _Wireless __ LL(; whose address is , the terms and conditions of which are incorporated hetin by reference. Such Agreement provides, in pact, that Lessor, for valuable consideration, leases to a part of that certain property owned by Lessor which is described in Exhibit "A" attached hereto and incorporated herein for a term of five (5 +) years commencing on 2010, which term is subject to two (2) additional. five (5) year extension terms. G: \Antpdm f rvec \CI.I;AR11 lltR \01122010 Final lAwc Agcccmrncd -K 12 FROM FMHC (THU)JRN 14 2010 11.46/3T.11;40/No.6825160103 F 16 EXHIBIT "C" TO SITE AGREEMENT CONDITIONS PRECEDENT 1) All permits from all local of federal land use jurisdictions for the intended use. 2) All local airspace authorities and FAA determination of no hazard to airspace. 3) FCC authorization to utilize this location for the intended use. 4) Review and approval of site plan and landscape (plantings) plan by the City, paid for by Lessee. 5) Lessee will pay for a review of the proposed structural addition to the Tower by a registered professional Engineer of the: City's choosing. 6) Lessee's technical reports must establish to its exclusive satisfaction that the propexty is capable of being suitably engineered to accomplish Lessee's intended use of the propctty. G:\A mme 1A*m \CLUARWutB\01122D10 Find ►.case A8amnCWAeec 13 FROM FMHC (THU) JAN 14 2010 11: 46/ST.11: 40/No.6825160103 F 17 IN WITNESS WHEREOF, the parties hereto have set their hand and affixed their respectivc seals the day and year first above written. LESSOR: CITY OF ROSEMOUNT lav William H. Droste, Mayor IRV- Amy Domeier, City Clerk LESSEE: Clear Witeless LLC, a Nevada limited liability company Date G.\AWJM La =XCE"R%V An \01/22010 Plml Lem Agamnmuba 14 FROM FMHC (THUNA N 14 2010 11;46/ST,11.40/No.6825160103 F 18 MUNICIPAL CORPORATE ACKNOWLEDGMENT STATE OF MINNESOTA) ) SS COUNTY OF DAKOTA ) The foregoing instniment was acknowledged before me this day of 200_, by William 1-1. Droste, as Mayor, and Amy Domeier, as City Clerk, both of the City of Rosemount, a Minnesota municipal corporation, on behalf of the corporation. IN WITNESS W]F1EREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public in and for the State of Minnesota residing at My appointment expires Q. \AawW Loc"Lil\CI.BMWIRE91 122010 rata) 1`00 A8Me"wnW= 15 FROM FMHC (THU) JAN 14 2010 11: 46/ST.11: 40/No.6825160103 P 19 LESSEE ACKNOWLEDGMENT STATE OF ILLINOIS) ) SS COUNTY OPLAKE ) The foregoing instrument was acknowledged before me this I LA day of t2 YQP ��OUAAt as 2014, by Of IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public in and for the State of TI in is „e��e Fox I Q j t two la�appointment My appointment expires �vPmm MV pc�one, N. C\Dowmenu and Setting "at is LayehDeakzop\MNMSM1601122010 final Lean A6remnend.do= A